- 11 -
substantially the same form, function, or application as Avitene
during the 5-year period commencing on December 19, 1987.
MedChem U.S.A. gave the guaranty to each of the Alcon
Entities. Under the guaranty, which was in effect throughout the
fiscal year ended August 31, 1992, MedChem U.S.A. guaranteed to
pay any debt and perform any obligation of MedChem P.R. arising
from the asset purchase and related agreements.
The processing agreement dealt primarily with a promise by
Alcon P.R. to manufacture Avitene for MedChem P.R. using Alcon
P.R.’s facility and labor and MedChem P.R.’s raw materials and
equipment. (Alcon P.R. also used MedChem U.S.A.’s technology but
not pursuant to the processing agreement.) See appendix B for
the relevant provisions of the processing agreement. The
processing agreement expired initially on December 31, 1990, but
was extended on four separate occasions to June 30, 1991,
December 31, 1992, December 31, 1994, and the earlier of March 1,
1995, or the date on which Alcon P.R. completed a set delivery
schedule, respectively. From September 1, 1989, through August
31, 1992, Alcon P.R. manufactured Avitene for MedChem P.R.
pursuant to the processing agreement, and Alcon P.R. sent its
invoices for its manufacturing services directly to MedChem
U.S.A. for payment from the account of MedChem P.R. Alcon P.R.
manufactured Avitene at its manufacturing facility in Humacao,
using its own personnel to manufacture, test, and package Avitene
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011